Exhibit A -- Form of Bond

United States of America

City of Portland

State of Oregon

__________

Short Term Subordinate Urban Renewal and Redevelopment Bond

Series _______

The City of Portland, Oregon (the “City”), for value received, acknowledges itself indebted and hereby promises to pay, but solely from the Tax Increment Revenues of the ___________ and the proceeds of this Bond, to _________ (the "Owner"), not later than ________, the principal amount of _______ with interest thereon from the date hereof at the rate of ______ computed on an actual/360 basis, as provided in Bond Purchase Agreement dated ______ between the City and the Owner (the “Bond Purchase Agreement”). Interest on this Bond is payable at maturity.

This Bond is authorized by City Ordinance No. ______ which was enacted on ______ (the “Ordinance”), and was sold and delivered to the Owner pursuant to the Bond Purchase Agreement. Capitalized terms used but not defined in this Bond have the meanings defined for such terms in the Bond Purchase Agreement.

This Bond is subject to redemption at the option of the City on any date, in whole or in part, and is subject to mandatory redemption in whole on any date upon the occurrence, and declaration of an Event of Default (as defined in the Bond Purchase Agreement) by the Owner, at a price of par plus accrued interest.

THIS BOND IS NOT A GENERAL OBLIGATION OF THE PORTLAND DEVELOPMENT COMMISSION OR THE CITY OF PORTLAND, OREGON, AND IS PAYABLE SOLELY FROM THE TAX INCREMENT REVENUES OF THE ___________ (INCLUDING ALL AMOUNTS DEPOSITED IN THE TAX INCREMENT FUND) AND PROCEEDS OF THIS BOND (INCLUDING AMOUNTS IN THE PROJECT FUND), AS PROVIDED IN THE ORDINANCE AND THE BOND PURCHASE AGREEMENT.

This Bond is issued by the City for the purpose of financing the costs of urban renewal projects within the ______ in full and strict accordance and compliance with all of the provisions of the Constitution and Statutes of the State of Oregon.

The City has pledged the Tax Increment Revenues of the ________ and the proceeds of this Bond to pay this Bond. The lien of this Bond on the Tax Increment Revenues is subordinate to the lien of the City’s outstanding Senior Lien Bonds and the requirement to fund reserves for those Senior Lien Bonds, as provided in the Ordinance.

IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all conditions, acts, and things required to exist, to happen, and to be performed precedent to and in the issuance of this Bond have existed, have happened, and have been performed in due time, form, and manner as required by the Constitution and Statutes of the State of Oregon; and that the issue of which this Bond is a part, and all other obligations of the City, are within every debt limitation and other limit prescribed by such Constitution and Statutes.

IN WITNESS WHEREOF, the City has caused this bond to be executed with the facsimile signatures of the Mayor and Auditor of the City and authenticated by the manual signature of its Debt Manager as of _______.

Authenticated:

Debt Manager